MC Brazil Downstream Trading S.À R.L. Announces Preliminary Results of Consent Solicitation Relating to Proposed Amendments to the Agreements Set Forth Below

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE SUCH ANNOUNCEMENT

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^{(1)   As of the Record Date, the Combined Exposure, which is used to calculate the ICA Special Majority Consent and the ICA Supermajority Consent, assuming that the Consent Date occurs prior to January 23, 2026, was equal to $1,644,291,191.97.}

São Paulo, Brazil, Dec. 22, 2025 (GLOBE NEWSWIRE) -- MC Brazil Downstream Trading S.À R.L. (the “Company”) announced today that it has received, on or prior to 12:00 p.m., New York City time, on December 19, 2025, the consents (including, without limitation, Consents of approx. 87.2% of the Outstanding Principal Amount of the Notes) necessary to effect (i) the Indenture-Related Proposed Amendments to the Indenture, and (ii) the LFA-Related Proposed Amendments to the LFA. As of such time and date, the Company was still in the process of obtaining the remaining consents (i.e., All Hedge Providers Consent) necessary to effect the ICA-Related Proposed Amendments to the ICA and the Accounts Agreement-Related Proposed Amendments to the Accounts Agreement.

As a result, (i) the Company and the Trustee have entered into the Supplemental Indenture, dated as of December 22, 2025, which effects the Indenture-Related Proposed Amendments in the Indenture, and (ii) the Guarantor, the LFA Agent, the LFA Offshore Collateral Agent, the LFA Onshore Collateral Agent and the LFA Participant Banks required for LFA Consent have entered into the LFA Amendment, dated as of December 19, 2025, which effects the LFA-Related Proposed Amendments. The Supplemental Indenture will become operative only upon the satisfaction or waiver, as applicable, of the Conditions, including payment of the Base Consent Payment or the Total Consent Payment, as applicable.  

Upon receipt of All Hedge Providers Consent, if at all, (i) all consents necessary to effect the ICA-Related Proposed Amendments in the ICA Amendment will have been received, (ii) the ICA Amendment and the Accounts Agreement Amendment are expected to be entered into, which will effect the ICA-Related Proposed Amendments and the Accounts Agreement-Related Proposed Amendments, respectively, and (iii) all Waivable Conditions to the Consent Solicitation will have been satisfied. As a result, the Consent Date may occur at any time following the date hereof, without further notice, upon satisfaction or waiver of such Waivable Condition, but in no case later than January 23, 2026 (unless extended by the Company).

The Company expects that the Consent Payment will be paid no later than 10 business days following the Consent Date.

The Company, in its sole discretion, may terminate the Consent Solicitation without the obligation to make any cash payment at any time, in which case the Proposed Amendments will not be made or will not become operative, as the case may be.

Full details of the terms and conditions of the Consent Solicitation, including the Proposed Amendments, are included in the consent solicitation statement, dated December 9, 2025 (the “Consent Solicitation Statement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Consent Solicitation Statement.

The Company has engaged HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC to act as solicitation agents and D.F. King & Co., Inc. to act as the information and tabulation agent in connection with the Consent Solicitation. Additional information concerning the terms and conditions of the Consent Solicitation may be obtained from HSBC Securities (USA) Inc. by calling +1 (212) 525-5552 (collect) or +1 (888) HSBC-4LM (U.S. toll free), and from Morgan Stanley & Co. LLC by calling + 1 (212) 357-1452 (collect) or +1 (800) 624-1808 (U.S. toll free). Requests for assistance in submitting consents or objections or requests for additional copies of the Consent Solicitation Statement and related documents should be directed to D.F. King & Co., Inc. by calling +1 (212) 596-7580 (banks and brokers collect) or +1 (800) 949-2583 (all others toll-free) or by email at acelen@dfking.com.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This press release is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: statements regarding (i) the Proposed Amendments and the execution of amendment agreements giving effect thereto and (ii) the expected payment of the Consent Payment. Words such as “could,” “expect,” “intend,” “may,” “seek,” “should,” “will,” and similar expressions are intended to help identify forward-looking statements. Forward-looking statements reflect management’s current expectations, are based on judgments, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Undue reliance should not be placed on the forward-looking statements in this press release, which are based on information available to us on the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About the Company
Refinaria de Mataripe S.A., an affiliate of the Company, owns and operates the Landulpho Alves refinery, located in São Francisco do Conde in the Recôncavo Baiano region of Brazil, including its related logistic assets. The Company is a wholly owned subsidiary of Refinaria de Mataripe S.A. and organized under the laws of Luxembourg as a private limited liability company (société à responsabilité limitée).

Disclaimer

This press release must be read in conjunction with the Consent Solicitation Statement. This announcement and such Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Proposed Amendments. None of the Company, the Trustee, the Solicitation Agents, the Information Agent and Tabulation Agent, the ICA Agent (as defined in the Consent Solicitation Statement), or the Offshore Collateral Agent (as defined in the Consent Solicitation Statement) makes any recommendation as to whether or not Notes holders should deliver consents or objections. Each Notes holder must make its own decision as to whether or not to deliver its consent or objection.

The distribution of this press release and the Consent Solicitation Statement may be restricted by law in certain jurisdictions. Persons into whose possession this announcement and the Consent Solicitation Statement comes are required by the Company, the Trustee, the Solicitation Agents and the Information Agent and Tabulation Agent to inform themselves about, and to observe, any such restrictions.

Neither the Consent Solicitation Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Consent Solicitation Statement, or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.

This announcement is for informational purposes only, does not constitute a solicitation of consent with respect to any Notes, does not constitute an invitation to participate in the Consent Solicitation in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws or grant such consent and does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Consent Solicitation is being made solely pursuant to the Consent Solicitation Statement and related documents, which set forth detailed statements of the terms of the Consent Solicitation.

The Consent Solicitation Statement should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever.

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